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(m) No Adverse IRS Listing. The Authority has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Authority or any Member is a bond issuer whose arbitrage certifications may not be relied upon. (n) Certificates. Any certificate signed by any authorized officer of the Authority and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Authority to the Underwriter as to the statements made therein. (o) Bond Proceeds. The Authority will apply the proceeds of the Bonds in accordance with the Indenture. (p) Covenants and Cooperation. The Authority will faithfully perform and abide by all of its covenants and undertakings contained in the Bonds and Indenture, as the same may be amended from time to time, until such time as the Bonds have been paid in full or monies have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any. (q) Tax-exempt Status. The Authority shall not take or omit to take, as is appropriate, any action which would adversely affect the exclusion from gross income under federal tax law of the interest on the Bonds or which would cause the Bonds to become arbitrage bonds under Section 148 of the Code and the regulations thereunder. (r) Continuing Disclosure. The Authority and each of the Members will undertake, pursuant to separate Continuing Disclosure Certificates (as defined herein), to provide annual reports and notices of certain events to certain information repositories. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. The Authority will promptly prepare and distribute, and will cause each of the Members to promptly prepare and distribute, all documents and/or reports as required now or in the future to be prepared and distributed pursuant to the Continuing Disclosure Certificates. 6. The Closing. At 9:00 a.m., Pacific time, on July 31, 1996 (the "Closing Date"), or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Authority and the Underwriter, (i) the Authority will deliver the Bonds in definitive form in to the Depository Trust Company in New York, New York, or such other place as the Authority and the Underwriter shall mutually agree upon, and (ii) the Authority will deliver the closing documents hereinafter mentioned at the offices of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California or another place to be mutually agreed upon by the Authority and the Underwriter. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds payable to the order of the Authority or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the "Closing." The Bonds will be delivered in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written notice delivered not later than five (5) business days prior to the Closing. 7. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations and covenants herein and the performance by the Authority of their obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Contract are and shall be subject to the following additional conditions: KMLYDDAN 26982 257329 6 6